Bli medlem
Bli medlem

Du är här

2016-10-31

Mobylife Holding A/S: MOBYLIFE HOLDING A/S (FORMERLY TELECARE SERVICE HOLDING A/S) LAUNCHES A WRITTEN PROCEDURE RELATING TO ITS OUTSTANDING NOTES

Mobylife Holding A/S (the "Issuer") has today by means of a written procedure
requested that the holders of its outstanding senior secured notes with ISIN
SE0005936382 (the "Notes") approve certain amendments to the terms and
conditions of the Notes and provide certain waivers in respect of a corporate
reorganisation of the Group.

Intertrust (Sweden) AB (the "Agent"), acting in its capacity as agent for the
holders of the Notes (the "Noteholders") under the terms and conditions of
the Notes (the "Terms and Conditions"), has at the request of the Issuer on
31 October 2016 initiated a written procedure (the "Written Procedure") by
which Noteholders can approve or reject a request made by the Issuer. The
request includes the approval of certain amendments to the Terms and
Conditions and certain waivers relating to a proposed corporate
reorganisation of the Group (the "Reorganisation"), all as set out in detail
in the notice of written procedure (the "Notice of Written Procedure") dated
31 October 2016 sent to Noteholders and posted on the website of the Issuer
and the Agent. Such request is herein referred to as the "Request".

Background

As made public in the Issuer's interim financial report for the period 1
January to 30 June 2016 published on 30 August 2016, the Issuer is facing
challenging market conditions and reduced profitability. To counter the
effects of this situation, the Issuer is currently working on an operational
restructuring programme and new business strategy in order to realise its
market potential, as further described in the Issuer's press release of 29
September 2016. Further details of the challenges faced as well as the
strategy proposed to deal with them are set out in the Notice of Written
Procedure and the presentation attached thereto.

Accordingly, the Issuer is requesting that (i) certain changes be made to the
Terms and Conditions and (ii) certain restrictions contained therein are
temporarily waived to enable the Issuer to restructure the Group, in order to
allow the Group to adapt to current market conditions, increase profitability
and ensure that it has sufficient financial and operational flexibility to
take the necessary steps to return the Group to a position of financial
strength. As part of the process, the current majority shareholder of the
Issuer is willing to inject a further DKK30 million into the Group to support
the new strategy and restructuring of the business of the Group, conditional
upon the approval of the Issuer's request by the Noteholders, and the
proposed amendments include the ability to inject a further shareholder loan
to increase that level of support.

Failure to successfully implement the changes forming part of revised business
strategy and obtain the approval for the amendments contained in the Request
may have a material adverse effect on the financial position of the Group and
the Issuer's ability to meet its obligations under the Notes.

Furthermore, the Issuer has entered into a settlement agreement dated 28
October 2016 with the former shareholders in relation to the
arbitration/litigation proceedings relating to claims based on accounting
errors prior to the acquisition of Telecare Service A/S. The Issuer decided
to terminate the proceedings given the ongoing costs and management effort
involved and the current reduced likelihood of any substantial recoveries.
The effectiveness of the settlement agreement is conditional upon the
approval of the Request by the Noteholders. For further details, Noteholders
are directed to the Notice of Written Procedure and the presentation attached
thereto.

Proposed Amendments and waivers

The Request contains a number of proposed amendments to the Terms and
Conditions including but not limited to: an extension of the final maturity
date; a reduction of the nominal amount of each Note; the replacement of the
existing leverage covenant with an interest coverage covenant; an amendment
to the redemption price of the Notes to 120% of the nominal amount; the
removal of the ability to make dividend payments or issue further Notes; and
the ability to incur an additional shareholder loan, as well as the waiver of
certain covenants required to carry out the proposed reorganisation of the
Group.

For further details of the Request and the background and rationale relating
thereto, readers are directed to the Notice of Written Procedure and the
presentation attached thereto.

The Written Procedure

To be eligible to participate in the Written Procedure, Noteholders must
fulfil the formal requirements of being a Noteholder (as defined in the terms
and conditions of the Notes) on 4 November 2016. Any individual or company
whose Notes are held by a nominee must contact such nominee to participate in
the Written Procedure.

Voting forms must be received by the Agent no later than at 17.00 (CET) on 24
November 2016.

The formal Notice of the Written Procedure has been sent by ordinary mail to
directly registered Noteholders and registered authorised nominees in
accordance with the Terms and Conditions.

Noteholders are advised to review the Notice of Written Resolution and the
related presentation for full details of and information on the procedures
for participating in the Written Procedure, as well as the background and
rationale to the Request. This company announcement is for information
purposes only and is not an offer to sell or a solicitation of an offer to
buy any security. The Written Resolution is being made solely pursuant to the
Notice of Written Resolution. If any Noteholder is in any doubt as to the
contents of this company announcement, the information contained in the
Notice of Written Resolution or the action it should take, such Noteholder
should seek its own financial and legal advice, including in respect of any
tax consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.

A copy of the Notice of Written Resolution (and the related presentation) with
more information on the written procedure and how to participate can be
downloaded from the Issuer's website
athttp://mobylife.com/images/corporate/311016Notice.pdf

For further information:
For further information, enquiries should be directed to:

The Agent:

Intertrust (Sweden) AB
Anna Litewka
Email: trustee@intertrustgroup.com

Tel: +46 (0)8 402 72 11

The Issuer
:
Mobylife Holding A/S
Jakob Kraglund, CEO
Email: jakob.h.kraglund@mobylife.dk

Tel: +45 2392 3724

Martin Nyberg, CFO
Email: martin.nyberg@mobylife.dk

Tel: +45 2929 8200

Catacap Management A/S
Vilhelm Hahn-Petersen, Partner
Email: vhp@catacap.dk

Tel: +45 2632 6420

This information is information that Mobylife Holding A/S is obliged to make
public pursuant to the EU Market Abuse Regulation. The information was
submitted for publication, through the agency of the contact person set out
above, at 17.30
CET on 31 October 2016.

20161031 - Company announcement
http://hugin.info/169293/R/2053056/768421.pdf

---------------------------------------
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Mobylife Holding A/S via Globenewswire

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.